HomeMy WebLinkAboutPW17-122 - Original - Chargepoint, Inc. (CPI) - 1st Ave N: Electric Vehicle Charging Stations - 04/15/2016 Re c o rd s M """M"
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CONTRACT COVER SKEET
This is to be completed by the Contract Manager prier to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Vendor Name: Charge Northwest, ITC
Vendor Number: 1246305
JD Edwards Number
Contract Number: )-1 _ I'll,
This is assigned by City Clerk's Office
Project Name: lst Ave North Improvements - Electric Vehicle Charging Stations
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
❑ Other: Master Services and Subscription Agreement
Contract Effective date: Termination Crate:.
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Susanne Smith Department: PW Engineering
Contract Amount:
Approval Authority: F-1 Director ❑ Mayor F-1 City Council Meeting Date
Detail: (i.e. address, location, parcel number, tax id, etc.):
Copy of agreement for maintenance of electric vehicle charging stations.
MSSA accepted by:
Name: Susanne Provencio Smith
Date:2016-04-15 07:37:17 PDT
Email: spsmith@kentwa.gov
Phone:+1253-856-5553
Address:220 4th Ave South, Kent Washington,98032,United States
Organization: City of Kent
Org ID:NA003345
CHARGEPOINTO
MASTER SERVICES AND SUBSCRIPTION AGREEMENT
Version 2.1 (2016-02-05)
IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL
AGREEMENT BETWEEN YOU OR THE CORPORATION,PARTNERSHIP OR OTHER
LEGAL ENTITY YOU REPRESENT ("SUBSCRIBER")AND CHARGEPOINT,INC.,A
DELAWARE CORPORATION("CPI"). PLEASE READ IT CAREFULLY. BY USING ANY OF
THE CHARGEPOINT SERVICES,YOU INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS,
DO NOT USE ANY CHARGEPOINT SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION,
PARTNERSHIP OR OTHER LEGAL ENTITY,THAT ENTITY REPRESENTS THAT YOU
HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF
YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND
CONDITIONS,YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY
NOT USE THE CHARGEPOINT SERVICES.
1.AGREEMENT.
1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities:
(a)Provisioning of Subscriber's Charging Station(s), if any,on ChargePoint;
(b) Activation and use of the Chargepoint Services on Subscriber's Charging Station(s), if any;
(c) Subscriber's use of the APIs as part of the Chargepoint Services;
(d) Each grant of Rights by Subscriber;and
(e) Each grant of Rights by a third party to Subscriber.
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1.2 EXHIBITS AND PRIVACY POLICY. This Agreement includes the CPI Privacy Policy, as
amended from time to time, and the following Exhibits, which are made a part of, and are hereby
incorporated into, this Agreement by reference.
Exhibit 1: Flex Billing Terms
Exhibit 2: API Terms
Exhibit 3: Terms Regarding Granting and Receipt of Rights
In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy Policy
or any Exhibit on the other hand, this Agreement shall govern. Capitalized terms not otherwise defined in
any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement.
2. DEFINITIONS. The following terms shall have the definitions set forth below when used in this
Agreement:
2.1 "Affiliate"means any entity which directly or indirectly controls, is controlled by, or is under
common control with the subject entity. "Control", for purposes of this definition, means direct or indirect
ownership or control of fifty percent(50%)or more of the voting interests of the subject entity.
2.2 "APIs"means, individually or collectively, the application programming interfaces which are made
available to Subscriber from time to time, as and when updated by CPI.
2.3 "ChargePoint Connections"shall have the meaning ascribed to it in the applicable data sheet. The
term ChargePoint Connections shall also tnean any successor service provided by CPI.
2.4 "ChargePoint@" means the open-platform network of electric vehicle charging stations and the
vehicle charging applications the network delivers, that is operated and maintained by CPI (as defined
below) in order to provide various services to, among others, Subscriber and its employees,
2.5 "ChargePoint Services"`means, collectively,the various cloud set-vices offerings(including, without
limitation, APIs and application set-vice plans)made available for subscription by CPI.
2.6 "ChargePoint Application" means any of the applications established and maintained by CPI which
will allow Subscriber to access ChargePoint Services.
2.7 "Charging Station" means the electric vehicle charging station(s)purchased by Subscriber, whether
manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint.
2.8 "Content"means all data collected or maintained by CPI in connection with the operation of
ChargePoint.
2.9 ""CPT Marks" means the various trademarks, service marks, trade names, logos, domain names, and
other distinctive brand features and designations used in connection with ChargePoint and/or CPI
manufactured Charging Stations, including without limitation, ChargePoint.
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2.10 "CPI Property" means(i)ChargePoint,(ii)the ChargePoint Services(including all Content),(iii)all
data generated or collected by CPI in connection with the operation of ChargePoint and ChargePoint
Services,(iv)the CPI Marks,(v)the ChargePoint Cards,and(vi)all other CPI-supplied material
developed or provided by CPI for Subscriber use in connection with the ChargePoint Services.
2.11 "Documentation"means written information(whether contained in user or technical manuals,
product materials,specifications or otherwise)pertaining to ChargePoint Services and/or ChargePoint and
made available from time to time by CPI to Subscriber in any manner(including on-line).
2.12 "Effective Date"means the earlier of(a)the date that Subscriber electronically accepts this
Agreement,or(b)the date of Subscriber's first use of the ChargePoint Services.
2.13 "Intellectual Property Rights" means all intellectual property rights, including,without limitation,
patents, patent applications,patent rights,trademarks,trademark applications,trade names,service marks,
service mark applications,copyrights,copyright applications, franchises, licenses, inventories, know-how,
trade secrets, Subscriber lists,proprietary processes and formulae,all source and object code,algorithms,
architecture,structure,display screens, layouts, inventions,development tools and all documentation and
media constituting,describing or relating to the above, including,without limitation, manuals,
memoranda and records.
2.14 "Malicious Code"means viruses,worms,time bombs,Trojan horses and all other forms of
malicious code, including without limitation,malware,spyware, files, scripts,agents or programs.
2.15 "Party"means each of CPI and Subscriber.
2.16"PIP" means personally identifiable information regarding Subscriber or a User(e.g.,name,address,
email address,phone number or credit card number)that can be used to uniquely identify,contact or
locate Subscriber or such User.
2.17 "Provisioning"means activating Charging Stations,warrantees and Service Plans on ChargePoint
2.18 "Rights"means the rights,authorizations,privileges,actions, information and settings within the
ChargePoint Services which a Rights Grantor grants to an Rights Grantee,to enable such Rights Grantee
to access,obtain and use certain portions of the ChargePoint Services and certain information available
therein in the course of providing services to or on behalf of such Rights Grantor in connection with one
or more of the Rights Grantor's Charging Stations.A Rights Grantor shall be deemed to have granted
Rights to the entity that will be responsible for creating Subscriber's account and Provisioning
Subscriber's Charging Stations. Such deemed grant may be tenninated by Subscriber at any time.
2.19 "Service Plans)"means subscription plans to the ChargePoint Services which are offered and sold
by CPI from time to time,which vary according to their features,privileges and pricing.
2.20 "Subscriber Content and Services"means any content and/or services that a Subscriber provides or
makes available to Users and/or the general public in connection with the ChargePoint Services,other
than Content,ChargePoint Services and CPI Property.
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2.21 "Subscriber Marks" means the various trademarks, service marks,trade names, logos,domain
names, and other distinctive brand features and designations used by Subscriber in connection with its
business and/or Charging Stations.
2.22 "Subscription Fees"means the fees payable by Subscriber for subscribing to any ChargePoint
Services.
2.23 "Taxes"shall mean all present and future taxes, imposts, levies,assessments,duties or charges of
whatsoever nature including without limitation any withholding taxes,sales taxes,use taxes, service taxes,
value added or similar taxes at the rate applicable for the time being imposed by any national or local
government,taxing authority,regulatory agency or other entity together with any penalty payable in
connection with any failure to pay or any delay in paying any of the same and any interest thereon.
2.24 "Token(s)"means the serialized proof of purchase of a Service Plan that is used by CPI in
connection with enabling Services and/or provisioning Charging Stations.
2.25 "User" means any person using a Charging Station.
3. AVAILABLE CHARGEPOINT SERVICES& SERVICE PLANS.A description of the various
ChargePoint Services and Service Plans currently available for subscription is located on the CPI website.
CPI may make other ChargePoint Services and/or Service Plans available from time to time,and may
amend the features or benefits offered with respect to any ChargePoint Service or Service Plan at any
time and from time to time. Subscription Fees are based on Subscriber's choice of Service Plan and not
on actual usage of the Subscription.
4. CPI'S RESPONSIBILITIES AND AGREEMENTS.
4.1 OPERATION OF CHARGEPOINT.CPI agrees to provide and shall be solely responsible for: (i)
provisioning and operating, maintaining,administering and supporting ChargePoint and related
infrastructure(other than Subscriber's Charging Stations and infrastructure for transmitting data from
Charging Stations to any ChargePoint operations center);(ii)provisioning and operating,maintaining,
administering and supporting the ChargePoint Applications; and(iii)operating ChargePoint in
compliance with all applicable laws. CPI will protect the confidentiality and security of PH in accordance
with all applicable laws and regulations and the CPl Privacy Policy.
4.2 LIMITATIONS ON RESPONSIBLITY. CPI shall not be responsible for,and makes no
representation or warranty with respect to the following: (i) specific location(s)or number of Charging
Stations now,or in the future, owned,operated and/or installed by persons other than Subscriber,or the
total number of Charging Stations that comprise ChargePoint; (ii)continuous availability of electrical
service to any of Subscriber's Charging Stations;(iii)continuous availability of any wireless or cellular
communications network or Internet service provider network necessary for the continued operation by
CPI of ChargePoint;(iv)availability of or interruption of the ChargePoint Network attributable to
unauthorized intrusions;and/or(v)charging stations that are not registered with and activated on the
ChargePoint Network.
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5. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS.
5.1 GENERAL.
(a)All use of ChargePoint and ChargePoint Services by Subscriber, its employees and agents and its
grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI
set forth in the Documentation. All ChargePoint Services account details,passwords, keys,etc.are
granted to Subscriber solely for Subscriber's own use(and the use of its grantees of Rights),and
Subscriber shall keep all such items secure and confidential. Subscriber shall prevent,and shall be fully
liable to CPI for,any unauthorized access to or use of ChargePoint or ChargePoint Services via
Subscriber's Charging Stations,ChargePoint Services account(s)or other equipment. Subscriber shall
immediately notify CPI upon becoming aware of any such unauthorized use.
(b)Subscriber shall be solely responsible for: (i)Provisioning of its Charging Stations, if any;(ii)keeping
Subscriber's contact information,email address for the receipt of notices hereunder,and billing address
for invoices both accurate and up to date;(iii) updating on the applicable ChargePoint Application,within
five(5)business days,the location to which any of Subscriber's Charging Stations are moved;(iv)the
maintenance,service,repair and/or replacement of Subscriber's Charging Stations as needed,including
informing CPI of the existence of any Charging Stations that are non-operational and not intended to be
replaced or repaired by Subscriber;and(v)compliance with all applicable laws.
(c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users
connecting with Subscriber using ChargePoint Connections.
5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to CPI that: (i)it has the power and authority to enter into and be bound by this Agreement and
shall have the power and authority to install the Charging Stations and any other electrical vehicle
charging products which are registered and activated on the ChargePoint Network);(ii)the electrical
usage to be consumed by Subscriber's Charging Stations will not violate or otherwise conflict with the
terms and conditions of any applicable electrical purchase or other agreement including,without
limitation,any lease,to which Subscriber is a party;and(iii)it has not installed or attached and will not
install or attach Charging Stations on or to infrastructure not owned by Subscriber without proper
authority,or in a manner that will block any easement or right of way.
5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPIVs sole discretion,to obtain
CPI-provisioned radio-frequency identification cards("ChargePoint Cards")which enable the individual
card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint Cards to
individuals,and each individual ChargePoint Card recipient is responsible for activating his or her
ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber
create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties,nor
will Subscriber create anonymous ChargePoint accounts associated with any ChargePoint Card.
5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not:
(a)sell,resell, license,rent, lease or otherwise transfer the ChargePoint Services or any Content therein to
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any third party;
(b) interfere with or disrupt the ChargePoint Services, servers,or networks connected to the ChargePoint
Services,or disobey any requirements, procedures,policies,or regulations of networks connected to the
ChargePoint Services;
(c)restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI
services;
(d)attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or
related systems or networks or any data contained therein,or access or use ChargePoint or ChargePoint
Services through any technology or means other than those provided or expressly authorized by CPI;
(e)create any ChargePoint Services user account by automated means or under false or fraudulent
pretenses,or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple
keys for the same URL;
(f)reverse engineer,decompile or otherwise attempt to extract the source code of the ChargePoint
Services or any part thereof,or any Charging Station,except to the extent expressly permitted or required
by applicable law;
(g)create derivative works based on any CPI Property;
(h) remove,conceal or cover the CPI Marks or any other markings, labels, legends,trademarks, or trade
names installed or placed on the Charging Stations or any peripheral equipment for use in connection
with Subscriber's Charging Stations;
(i)except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to a
ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content,
other than copying or framing on Subscriber's own intranets or otherwise solely for Subscriber's own
internal business use and purposes;
0)access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of
monitoring their availability, performance or functionality,or for any other benchmarking or competitive
purpose,or for any improper purpose whatsoever, including,without limitation, in order to build a
competitive product or service or copy any features, functions, interface, graphics or"look and feel;"
(k)use any robot, spider,site search/retrieval application, or other device to retrieve or index any portion
of the ChargePoint Services or Content or collect information about ChargePoint users for any
unauthorized purpose;
(1)upload,transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services;
(m) use any of the ChargePoint Services if Subscriber is a person barred from such use under the laws of
the United States or of any other jurisdiction;or
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(n) use the ChargePoint Services to upload, post, display,transmit or otherwise make available(A)any
inappropriate,defamatory,obscene,or unlawful content;(B)any content that infringes any patent,
trademark, copyright,trade secret or other proprietary right of any party; (C)any messages,
communication or other content that promotes pyramid schemes,chain letters,constitutes disruptive
commercial messages or advertisements,or is prohibited by applicable law,the Agreement or the
Documentation.
5.5 CONTENT.
(a) ChargePoint Content(including but not limited to Charging Station data and status) is provided for
planning purposes only. Subscriber may find that various events may mean actual Charging Station
conditions(such as availability or pricing)differ from what is set forth in the Content. In addition, certain
Charging Station-related Content,including Charging Station name and use restrictions, is set by the
Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber's
use of the Content.
(b)Certain Content may be provided under license from third parties and is subject to copyright and other
intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized
copying or disclosure of such third party-supplied Content. Subscriber's use of such Content may be
subject to additional restrictions set forth in the Documentation.
(c)Subscriber shall not copy, modify,alter, translate,amend, or publicly display any of the Content
except as expressly permitted by the Documentation. Subscriber shall not present any portion of the
Content in any manner,that would(i)make such Content false, inaccurate or misleading, (ii) falsify or
delete any author attributions or labels of the origin or source of Content,or(iii)indicate or suggest that
the Charging Station locations provided as part of the Content are anything other than ChargePoint®
Network Charging Stations.
(d)Subscriber shall not remove,obscure, or alter in any manner any proprietary rights notices(including
copyright and trademark notices),warnings, links or other notifications that appear in the ChargePoint
Service.
6.SERVICES FEES AND PAYMENT TERMS.
6.1 SERVICES FEES.Subscriber shall pay all Services Fees within thirty(30)days of its receipt of
CPI's invoice.All payments shall be made in U.S. Dollars by check,wire transfer, ACH payment system
or other means approved by CPI. Customer may not offset any amounts due to CPI hereunder against
amounts due to Customer under this Agreement or any other agreement. Fees payable to CPI do not
include any Taxes,and Subscriber is responsible for any and all such Taxes. All payment obligations
under this Agreement are non-cancelable and non-refundable.
6.2 LATE PAYMENTS. Late payments shall be subject to a charge equal to the lesser of(i)one and
one-half percent(1.5%)per month or(ii)the maximum rate permitted by law. Subscriber will reimburse
CPI for attorneys' fees and other expenses reasonably incurred by CPI in the collection of any late
payments. If any amount owing by Subscriber under this Agreement is more than thirty(30)days overdue,
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CPI may, without otherwise limiting CPI's rights or remedies, (a)terminate this Agreement,(b)suspend
the use by Subscriber of the ChargePoint Services until such amounts are paid in full,and/or(c)condition
future ChargePoint Service renewals and other Subscriber purchases on payment terms other than those
set forth herein;provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed
such charges and is cooperating diligently in good faith to resolve the dispute.
7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.
7.1 CPI PROPERTY.As between CPI and Subscriber,CPI retains and reserves all right,title and
interest(including all related Intellectual Property Rights) in and to the CPI Property and any
improvements thereto.No rights are granted to Subscriber in the CPI Property hereunder except as
expressly set forth in this Agreement.
7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber,Subscriber retains and reserves all
right,title and interest(including all related Intellectual Property Rights)in and to(i)all Subscriber
Marks and (ii)all Subscriber Content and Services(collectively,the "Subscriber Property").No rights are
granted to CPI in the Subscriber Property hereunder except as expressly set forth in this Agreement.
7.3 LIMITED LICENSE TO SUBSCRIBER.CPI hereby grants to Subscriber a royalty-free,
non-assignable, non-transferable,and non-exclusive license to use the CPI Property solely in accordance
with the terms of this Agreement(including without limitation all limitations and restrictions on such use)
to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as pennitted
herein.
7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non-assignable,non-transferable,
and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this
Agreement(including without limitation all limitations and restrictions on such use)to the extent
necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise
that Subscriber is using the ChargePoint Services.The foregoing license includes a perpetual and
irrevocable right of CPI to reproduce,adapt,modify,translate, publicly perform,publicly display and
distribute all Subscriber Content and Services submitted,posted or displayed by Subscriber in the
ChargePoint Services,solely for the purpose of enabling CPI to operate,market and promote the
ChargePoint Services,and to index and serve such Subscriber Content and Services as search results
through ChargePoint Services. CPI shall have a royalty-free,worldwide,transferable,sublicensable,
irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions,
enhancement requests,recommendations or other feedback provided by Subscriber or Subscriber Rights
Grantees relating to the ChargePoint Services.
7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with Subscriber
Charging Stations as required in this Agreement during the term of Subscriber's Service Plan. Subscriber
shall not use any of the CPI Marks for or with any products other than its Charging Stations. From time to
time,CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere
in the Documentation,and Subscriber shall thereafter comply with such updated guidelines. For any use
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of the CPI Mark not authorized by such guidelines,or if no such guidelines are provided,then for each
initial use of the CPI Mark, Subscriber must obtain CPI's prior written consent, which shall not be
unreasonably withheld or delayed,and after such consent is obtained,Subscriber may use the CPI Mark
in the approved manner. All use by Subscriber of CPI1's Marks(including any goodwill associated
therewith)will inure to the benefit of CPI.
(b)PROHIBITIONS. Subscriber shall not use or display any CPI Mark(or any likeness of a CPI Mark):
(i)as a part of the name under which Subscriber's business is conducted or in connection with the name
of a business of Subscriber or its Affiliates;
(ii) in any manner that(x)implies a relationship or affiliation with CPI other than as described under the
Agreement, (y) implies any sponsorship or endorsement by CPI,or(z)can be reasonably interpreted to
suggest that any Subscriber Content and Services has been authored by, or represents the views or
opinions of CPI or CPI personnel;
(iii)in any manner intended to disparage CPI, ChargePoint,or the ChargePoint Services,or in a manner
that is misleading,defamatory, infringing, libelous,disparaging,obscene or otherwise objectionable to
CPI;
(iv)in any manner that violates any law or regulation; or
(v)that is distorted or altered in any way(including squeezing,stretching, inverting,discoloring,etc.)
from the original form provided by CPI.
(c)NO REGISTRATION OF CPI MARKS. Subscriber shall not,directly or indirectly, register or
apply for,or cause to be registered or applied for, any CPI Marks or any patent,trademark,service mark,
copyright,trade name,domain name or registered design that is substantially or confusingly similar to a
CPI Mark, patent,trademark,service mark,copyright,trade name, domain name or registered design of
CPI,or that is licensed to,connected with or derived from confidential, material or proprietary
information imparted to or licensed to Subscriber by CPI.At no time will Subscriber challenge or assist
others to challenge the CPI Marks(except to the extent such restriction is prohibited by law)or the
registration thereof by CPI.
(d)TERMINATION AND CESSATION OF USE OF CPI MARKS. Upon termination of this
Agreement,Subscriber will immediately discontinue all use and display of all CPI Marks.
8.LIMITATIONS OF LIABILITY.
8.1 DISCLAIMER OF WARRANTIES.CHARGEPOINT AND THE CHARGEPOINT SERVICES
ARE PROVIDED"AS IS" AND"AS AVAILABLE" FOR SUBSCRIBER'S USE, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE AND
NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING,CPI DOES NOT WARRANT
THAT(A) SUBSCRIBER'S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED,
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TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER'S REQUIREMENTS;(B)ALL
CONTENT AND OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN
CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE;
(C)ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT
SERVICES WILL BE CORRECTED.ALL CONTENT OBTAINED THROUGH THE
CHARGEPOINT SERVICES IS OBTAINED AT SUBSCRIBER'S OWN DISCRETION AND RISK,
AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S
COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA,OR ANY OTHER DAMAGE OR
INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF
WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT,
LOST OR DAMAGED DATA, BUSINESS INTERRUPTION,LOSS OF CAPITAL,OR FOR
SPECIAL, INDIRECT,CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER
CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT
OF THE USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK,ANY CHARGEPOINT
SERVICES,THIS AGREEMENT,A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR
BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOT
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
8.3 ELECTRICAL,CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor
Subscriber shall have any liability whatsoever to the other with respect to damages caused by:(i)
electrical outages,power surges,brown-outs, utility load management or any other similar electrical
service interruptions,whatever the cause;(ii)interruptions in wireless or cellular service linking Charging
Stations to ChargePoint;(iii) interruptions attributable to unauthorized ChargePoint Network intrusions;
(iv)interruptions in services provided by any Internet service provider not affiliated with CPI;or(v)the
inability of a Charging Station to access ChargePoint as a result of any change in product offerings
(including,without limitation,the any network upgrade or introduction of any "next generation" services)
by any wireless or cellular carrier.This includes the loss of data resulting from such electrical,wireless,
cellular or Internet service interruptions.
8.4 LIMITATION OF LIABILITY. CPI's aggregate liability under this Agreement shall not exceed
aggregate Services Fees paid by Subscriber to CPI in the twelve(12)calendar months prior to the event
giving rise to the liability.
8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT
SERVICES, CPI HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING
WIRELESS SERVICE CARRIERS(THE "UNDERLYING CARRIER"). SUBSCRIBER HAS NO
CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING CARRIER AND SUBSCRIBER IS
NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE
UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE
UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR
BREACH OF CONTRACT, WARRANTY,NEGLIGENCE, STRICT LIABILITY IN TORT OR
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OTHERWISE. SUBSCRIBER AGREES TO INDEMNIFY AND HOLD HARMLESS THE
UNDERLYING CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY
AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER,OR
ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH,ARISING IN ANY WAY,
DIRECTLY OR INDIRECTLY, IN CONNECTION WITH USE, FAILURE TO USE,OR INABILITY
TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE
UNDERLYING CARRIER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS
INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT. SUBSCRIBER HAS
NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY
SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CPI AND THE
UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS
TRANSMISSIONS,AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO
THE USE OF THE CHARGEPOINT SERVICES.
8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW
THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES
AND/OR THE DISCLAIMER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8,
ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH
INSTANCES,CPFS LABILTY AND/OR IMPLIED WARRANTIES GRANTED IN SUCH CASES
SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.TERM AND TERMINATION.
9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall
continue until the expiration of all of Subscriber's Service Plans.
9.2 SERVICE PLAN TERM. (a) Each Service Plan acquired by Subscriber shall commence as follows:
Each Service Plan acquired for use with a new Charging Station will commence on the earlier to occur of
(i)the date of Provisioning such new Charging Station,or(ii)one year from the date the Token(s)
necessary for Provisioning such new Charging Station is made available to Subscriber or its installer.
Renewals of Service Plans will commence on the date of the expiration of the Subscription being renewed.
All other Service Plans will commence on the date of activation of such Service Plans,but in no event
more than one year after the date the Token(s)necessary for such activation is made available to
Subscriber. Each Subscriber Service Plan shall continue for the applicable duration thereof, unless this
Agreement is terminated earlier in accordance with its terms.
9.3 TERMINATION BY CPI.
(a)This Agreement may be immediately terminated by CPI:(i) if Subscriber is in material breach of any
of its obligations under this Agreement,and has not cured such breach within thirty(30)days(or within
five(5)days in the case of any payment default)of Subscriber's receipt of written notice thereof;(ii)
Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency,
receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any
regulatory body that the subject matter of this Agreement is subject to any governmental regulatory
authorization or review that imposes additional costs of doing business upon CPI;or(iv)as otherwise
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explicitly provided in this Agreement. Regardless of whether Subscriber is then in breach,CPI may, in its
reasonable discretion,determine that it will not accept any renewal by Subscriber of its subscription to
ChargePoint Services. In such case,this Agreement shall terminate upon the later of the expiration of all
of Subscriber's subscriptions to ChargePoint Services.
(b)CPI may in its discretion suspend Subscriber's continuing access to the ChargePoint Services or any
portion thereof if(A)Subscriber has breached any provision of this Agreement,or has acted in manner
that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this
Agreement;(B)such suspension is required by law(for example, due to a change to the law governing
the provision of the ChargePoint Services); or(c)providing the ChargePoint Services to Subscriber could
create a security risk or material technical burden as reasonably determined by CPI.
9.4 TERMINATION BY SUBSCRIBER.
This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of
Subscriber at law or equity:(i) if CPI is in material breach of any of its obligations under this Agreement,
and has not cured such breach within thirty (30)days of the date of its receipt of written notice thereof,or
(ii)CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency,
receivership, liquidation or an assignment for the benefit of creditors.
9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for
cause by Subscriber pursuant to Section 9.4(i)or by CPI pursuant to Section 9.3(a)(iii),CPI shall refund
to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Service Plan
term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any
Subscription Fees as a result of such termination. In no event shall any termination relieve Subscriber of
any unpaid Subscription Fees due CPI for the Service Plan term in which the termination occurs or any
prior Service Plan term.
9.6 SURVIVAL.Those provisions dealing with the Intellectual Property Rights of CPI, limitations of
liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by
their nature or terms are intended to survive the termination of this Agreement will remain in full force
and effect as between the Parties hereto regardless of the termination of this Agreement.
10. INDEMNIFICATION. Subscriber hereby agrees to indemnify,defend and hold CPI, its officers,
directors,agents,affiliates, distribution partners, licensors and suppliers harmless from and against any
and all claims,actions,proceedings,costs, liabilities, losses and expenses(including, but not limited to,
reasonable attorneys' fees) (collectively,"Claims")suffered or incurred by such indemnified parties
resulting from or arising out of Subscriber's actual or alleged use(directly,or through a grantee of Rights
by Subscriber)of the ChargePoint Services, ChargePoint or Subscriber Content and Services. Subscriber
will cooperate as fully as reasonably required in the defense of any claim.CPI reserves the right,at its
own expense,to assume the exclusive defense and control of any matter subject to indemnification by
Subscriber.
11. GENERAL.
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11.1 AMENDMENT OR MODIFICATION. CPI reserves the right to modify this Agreement from
time to time.CPI will provide notice of each such modification to Subscriber. Subscriber's continued use
of the ChargePoint Services following such notice will constitute an acceptance of the modified
Agreement.
11.2 WAIVER.The failure of either Party at any time to enforce any provision of this Agreement shall
not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other
provision or right.
11.3 FORCE MAJEURE. Except with respect to payment obligations, neither CPI nor Subscriber will
be liable for failure to perform any of its obligations hereunder due to causes beyond such party's
reasonable control and occurring without its fault or negligence, including but not limited to fire, flood,
earthquake or other natural disaster(irrespective of such Party's condition of any preparedness therefore);
war, embargo;riot; strike; labor action; any lawful order,decree,or other directive of any government
authority that prohibits a Party from performing its obligations under this Agreement; material shortages;
shortage of transport;and failures of suppliers to deliver material or components in accordance with the
terms of their contracts.
11.4 ARBITRATION. This Agreement is to be construed according to the laws of the State of California,
excluding the provisions of the United Nations Convention on Contracts for the International Sale of
Goods and any conflict of law provisions that would require application of another choice of law. Except
with respect to any matter relating to Subscriber's violation of the intellectual property rights of CPI,any
dispute arising from or relating to this Agreement shall be arbitrated in Santa Clara,California. The
arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and
Procedures,and judgment on any award may be entered in any court of competent jurisdiction. If the
Parties agree, a mediator may be consulted prior to arbitration.All claims shall be brought in the parties'
individual capacity, and not as a plaintiff or class member in any purported class or representative
proceeding. With respect to any matter relating to the intellectual property rights of CPI,such claim may
be litigated in a court of competent jurisdiction.The prevailing party in any dispute arising out of this
Agreement shall be entitled to reasonable attorneys' fees and costs..
11.5 NOTICE TO CALIFORNIA CUSTOMERS.
(a)California's Low Carbon Fuel Standard("LCFS")was enacted to ensure that the mix of fuels sold by
California oil refiners and distributers meets applicable greenhouse gas emissions targets. California has a
statewide goal to reduce carbon intensity of transportation fuels by at least 10%by 2020.
(b)The ChargePoint Network can track the fueling of electric vehicles,which positively contributes to
reducing California's carbon intensity. If applicable reporting requirements are met, LCFS credits are
issued by the California Air Resources Board. An available LCFS credit may be claimed by certain
owners and operators of electric vehicle charging stations, including both Subscriber and CPI. However,
the LCFS credits are only available to one party, meaning any available credits may be claimed by either
Subscriber or CPI,but not by both. CPI intends to claim available LCFS credits generated from use of the
Charging Stations,but will not claim any available LCFS credits that Subscriber intends to claim. If
Subscriber intends to claim the LCFS credits, it must engage in the reporting and other administrative
obligations necessary to generate such credits.
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(c) Subscriber agrees that it will provide CPI with written notice of its intent to claim LCFS credits within
ten (10) days of the date of the Effective Date. If Subscriber does not currently intend to claim the LCFS
credits, but desires to do so at any time in the future, Subscriber may, by providing written notice to CPI,
elect to claim LCFS credits generated thirty (30) days or more after the date of such notice. Subscriber
represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim
any IXFS credits. All notices shall be provided by email to CPI at Wisnotification c`i)chargeppint.corn.
11.6 NOTICES. Other than the notice required in section 11.5, any notice required or permitted by this
Agreement shall be sent(a) if by CPI, via electronic mail to the address indicated by Subscriber in
Subscriber's ChargePoint Services account; or(b) if by Subscriber, via electronic mail to
8iissaC(i2cliat-ky,epoint.coiii.
11.7 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the
ChargePoint Services may be irreparable; therefore, CP1 is entitled to seek equitable relief, including but
not limited to preliminary injunction and injunction, in addition to all other remedies.
11.8 SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this
Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties
or by any judicial, governmental or similar authority,to be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to this Agreement,the Parties or circumstances
other than those as to which it is determined to be invalid or unenforceable, will not be affected thereby.
11.9 ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of CPI (not to be unreasonably withheld).
In the event of any purported assignment in breach of this Section, CPI shall be entitled, at its sole
discretion,to terminate this Agreement upon written notice given to Subscriber. Subject to the foregoing,
this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted
assigns. CPI may assign its rights and obligations under this Agreement.
11.10 NO AGENCY OR PARTNERSHIP. CPI, in the performance of this Agreement, is an
independent contractor. In performing its obligations under this Agreement, CPI shall maintain complete
control over its employees, its subcontractors and its operations. No partnership,joint venture or agency
relationship is intended by CPI and Subscriber to be created by this Agreement.Neither Party has any
right or authority to assume or create any obligations of any kind or to make any representation or
warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect
whatsoever.
11.11 ENTIRE AGREEMENT. This Agreement(including the attached Exhibits)contains the entire
agreement between the Parties with respect to the subject matter hercof and supersedes and cancels all
previous and contemporaneous agreements,negotiations, commitments, understandings, representations
and writings. All purchase orders issued by Subscriber shall state that such purchase orders are subject to
all of the terms and conditions of this Agreement, and contain no other term other than the type of Service
Plan,the number of Charging Stations for which such Service Plan is ordered,the term of such Service
Plans and applicable Subscription Fees. To the extent of any conflict or inconsistency between the terms
and conditions of this Agreement and any purchase order, the Agreement shall prevail.Notwithstanding
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any language to the contrary therein,no terms or conditions stated in any other documentation shall be
incorporated into or form any part of this Agreement,and all such purported terms and conditions shall be
null and void.
11.12 COPYRIGHT POLICIES. It is CPII's policy to respond to notices of alleged copyright
infringement that comply with applicable international intellectual property law(including, in the United
States,the Digital Millennium Copyright Act)and to terminate the accounts of repeat infringers.
11.13 THIRD PARTY RESOURCES. The ChargePoint Services may include hyperlinks to other
websites or resources. CPI has no control over any web sites or resources that are provided by companies
or persons other than CPI.Subscriber acknowledges and agrees that CPI is not responsible for the
availability of any such web sites or resources,CPI does not endorse any advertising,products or other
materials on or available from such web sites or resources,and CPI is not liable for any loss or damage
that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness,
accuracy or existence of any advertising, products, or other materials on,or available from,such websites
or resources.
11.14 COUNTERPARTS.This Agreement may be executed in one or more counterparts,each of which
shall be deemed an original, but all of which,taken together,shall constitute but one and the same
document.
11.15 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with
a translation of the English language version of this Agreement, Subscriber agrees that the translation is
provided for Subscriber's convenience only and that the English language version of this Agreement
governs Subscriber's relationship with CPI. If there is any conflict between the English language version
of this Agreement and such translation,the English language version will prevail.
EXHIBIT 1
FLEX BILLING TERMS
This Exhibit sets forth certain additional terms and conditions("Flex Billing Terms") pursuant to
which Subscriber may charge Users fees for the use of Subscriber's Charging Stations. In order to
charge such fees, Subscriber must subscribe to a Service Plan that includes CPI's management,
collection and/or processing services related to such fees("Flex Billing").
1.DEFINITIONS.The following additional defined terms shall apply to these Flex Billing Terms:
1.1 "CPI Fees"means a fee,currently equal to ten percent(10%)of Session Fees, charged for a
particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session
Fees on behalf of Subscriber. CPI will provide Subscriber with thirty(30)days prior written notice(which
may include,without limitation,notice provided by CPI through its regular newsletter to Subscriber)of
any increasein CPI Fees
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1.2 "Net Session Fees"means the total amount of Session Fees collected on behalf of the Subscriber by
CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in connection
with the use of Charging Stations. Except as required by law, Subscriber shall be responsible for the
payment of all Taxes incurred in connection with use of Subscriber's Charging Stations.
1.3 "Session"or "Charging Session"means the period of time during which a User uses Subscriber's
Charging Station to charge his or her electric vehicle for a continuous period of time not less than two(2)
minutes commencing when a User has accessed such Charging Station and ending when such User has
terminated such access.
1.4 "Session Fees"means the fees set by the Subscriber for a Charging Session, inclusive of any
applicable Taxes.
2. FLEX-BILLING SERVICE FOR CHARGING STATIONS.
2.1.SESSION FEES. Subscriber shall have sole authority to determine and set in real-time Session Fees.
Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all
applicable laws and regulations(including without limitation any restriction on Subscriber's use of
per-kWh pricing). Subscriber acknowledges that CPI is not responsible for informing Subscriber of
applicable laws or changes thereto,and CPI will not be liable to Subscriber or any third party for any
alleged or actual failure of Subscriber to comply with such applicable laws and regulations.
2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of
the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected:(i)CPI
Fees and(ii)to the extent required by Section 3, applicable Taxes.
2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES.CPI shall remit Net Session Fees to
Subscriber not more than thirty (30)days after the end of each calendar month as directed by Subscriber
from time to time through the applicable ChargePoint Services.Notwithstanding the foregoing,no such
payment will be required if at the end of any calendar month the amount due to Subscriber hereunder is
less than fifty U.S. Dollars($50),except in connection with the expiration or termination of this
Agreement. In no event shall CPI remit amounts due to Subscriber,regardless of the amount then due,
later than thirty(30)days following the end of each calendar quarter.
3. TAXES. Subscriber is responsible for the payment of all Taxes incurred in connection with Session
Fees; provided that CPI is solely responsible for all Taxes assessable based on CPI's income, property
and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is
responsible,the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session
Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or
authorization from the appropriate taxing or regulatory authority.
EXHIBIT 2
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API TERMS
This Exhibit sets forth certain additional terms and conditions("API Terms")governing Subscriber's use
of the APIs in connection with Subscriber's use of the ChargePoint Services. The API Terms are part of
the Agreement,and all such use of the APIs remains subject to the Agreement terms.
1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the API Terms.
1.1 "API Implementation"means a Subscriber software application or website that uses any of the APIs
to obtain and display Content in conjunction with Subscriber Content and Services.
1.2 "API Documentation"means all Documentation containing instructions,restrictions or guidelines
regarding the APIs or the use thereof,as amended and/or supplemented by CPI from time to time.
1.3 "CPI Site Terms"means the Terms and Conditions displayed on CPI's website,governing use of
CPI's website and the ChargePoint Services by visitors who are not Service Plan subscribers.
2.API USE.Subscriber may use the APIs as and to the extent permitted by Subscriber's Service Plan and
the API Documentation,subject to the terms and conditions of the Agreement.
2.1 AVAILABLE APIs AND FUNCTION CALLS. The APIs give Subscriber access to information
through a set of function calls. The particular APIs and API function calls made available by CPI from
time to time(and the Content available through such APIs and function calls)will be limited by
Subscriber's Service Plan,and Subscriber's particular Service Plan may not include all APIs and function
calls then available from CPI.
2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly display
the Content with Subscriber Content and Services in Subscriber's API Implementation, subject to the
following requirements and limitations.
(a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified
by Subscriber in Subscriber's API Implementation as ChargePoint®Network Charging Stations and shall
contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber's API
Implementation identify or imply that any Charging Station is a part of any network of charging stations
other than ChargePoint.
(b) Subscriber shall keep the Content used by Subscriber's API Implementation current with Content
obtained with the APIs to within every forty eight(48) hours.
(c) Content provided to Subscriber through the APIs may contain the trade names,trademarks, service
marks, logos,domain names,and other distinctive brand features of CPI's business partners and/or other
third party rights holders of Content indexed by CPI,which may not be deleted or altered in any manner.
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(d) Subscriber shall not:
(i)pre-fetch,cache, or store any Content,except that Subscriber may store limited amounts of Content for
the purpose of improving the performance of Subscriber's API Implementation if Subscriber does so
temporarily, securely,and in a manner that does not permit use of the Content outside of the ChargePoint
Service;
(ii)hide or mask from CPI the identity of Subscriber's service utilizing the APIs, including by failing to
follow the identification conventions listed in the API Documentation; or
(iii)defame, abuse, harass,stalk,threaten or otherwise violate the legal rights(such as rights of privacy
and publicity)of others.
2.3 REQUIRED INFORMATION. Subscriber must:
(a)display to all viewers and users of Subscriber's API Implementation the link to the CPI Site Terms
and Conditions as presented through the ChargePoint Services or described in the Documentation;
(b)explicitly state in the use terms governing Subscriber's API Implementation that, by using
Subscriber's API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms;
and
(c) include in Subscriber's API Implementation,and abide by,a privacy policy complying will all
applicable laws; and
(d) comply with all applicable laws designed to protect the privacy and legal rights of users of
Subscriber's API Implementation.
2.4 REPORTING. Subscriber must implement reporting mechanisms, if any,that CPI requires in the
API Documentation.
3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS.
3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI
Marks set forth in the Agreement, Subscriber agrees that each page comprising Subscriber's API
Implementation will include a ChargePoint logo and will state that Subscriber's application or website is
provided, in part,through the ChargePoint Services.
3.2 RESTRICTIONS.Subscriber shall not:
(a)display any CPI Mark as the most prominent element on any page in Subscriber's API Implementation
or Subscriber's website(except as used in connection with the display of Charging Stations); or
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(b)display any CPI Mark anywhere in Subscriber's API Implementation or on Subscriber's website if
Subscriber's API Implementation or website contains or displays adult content or promotes illegal
activities, gambling,or the sale of tobacco or alcohol to persons under twenty-one(2 1)years of age.
EXHIBIT 3
TERMS REGARDING GRANTING OF RIGHTS
This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights
Grantees regarding the granting of Rights ("Rights Terms"). The Rights Terms are part of the Agreement,
and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the
Agreement.
1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply.
1.1 "Rights Grantor"means a Subscriber that has granted Rights.
1.2 "Rights Grantee"means a Subscriber that is granted Rights. For purposes of this Agreement,a
Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its
account and initiating Subscriber's access to Services.
2. TERMS. This Section governs Subscriber's granting of Rights as a Rights Grantor.
2.1 LIMITED RIGHTS.A Rights Grantee's right to access and use the ChargePoint Services for and on
behalf of a Rights Grantor is limited to the specific Rights granted by such Rights Grantor to such Rights
Grantee. Such Rights may be limited according to the Service Plan(s)subscribed to by Subscriber.
Subscriber may revoke Rights,or any portion thereof, it has granted to a Rights Grantee at will and such
Rights will. In no event may Subscriber grant Rights in excess of those provided to it through the Service
Plan(s)to which it has subscribed.
2.2 RESPONSIBILITY FOR AUTHORIZED USER.All use of the ChargePoint Services by a Rights
Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the
Agreement(including without limitation Subscriber's indemnification obligation pursuant to Section 10
thereof). Subscriber shall be responsible for the actions,omissions, or performance of such Rights
Grantee while exercising any such Rights,as if such action,omission or performance had been committed
by Subscriber directly.
2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely
enable a Rights Grantor to extend Rights to Rights Grantees.The mere extension of such Rights by a
Rights Grantor to a Rights Grantee does not constitute an agreement between Rights Grantor and the
Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Rights Grantee.
CPI does not,either through the terms of the Agreement or the provision of ChargePoint Services
undertake to provide any such agreement. It is the responsibility of the Rights Grantor and the Rights
_-- --- - - — -- --- ____ Page l9of10
Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes
no liability with respect to such an agreement and Rights Grantor fully and unconditionally release CPI
from any liability arising out of such an agreement. Further Rights Grantor agree to indemnify and hold
CPI, its officers, directors, agents,affiliates, distribution partners, licensors and suppliers harmless from
and against any and all claims,actions, proceedings,costs, liabilities, losses and expenses(including,but
not limited to,reasonable attorneys' fees)(collectively, "Claims")suffered or incurred by such
indemnified parties resulting from or arising out of such agreement.
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